Proxy Statement
Shareholder Proposals – Item 6 on Proxy Card

RESOLVED, the shareholders of Verizon hereby request
that the Board adopt a policy that includes, as a
voting item in the proxy statement for each annual
meeting, an advisory resolution, proposed by Verizon’s
management, to approve the compensation of the named
executive officers (“NEOs”), set forth
in the proxy statement’s Summary Compensation
Table (the “SCT”), and the accompanying
narrative disclosure of material factors provided
to understand the SCT. The policy should specify appropriate
disclosures to ensure shareholders fully understand
the vote is advisory and will not abrogate any employment
agreement.

SUPPORTING STATEMENT

We believe that the current rules governing senior
executive compensation do not give shareholders sufficient
influence over pay practices – nor do they give
the Board adequate feedback from the owners of the
company.

The advisory vote proposed here is similar to the
nonbinding shareholder vote required since 2003 at
the annual meetings of all U.K.-listed firms and,
beginning in 2005, at all Australia-based companies.

We believe that an annual advisory vote is particularly
appropriate at Verizon. Our Board has been widely
criticized for excessive CEO pay relative to performance.
A recent study by the Corporate Library (“Pay
for Failure: The Compensation Committees Responsible,”
March 31, 2006) singled out Verizon as one of eleven
large U.S. companies “where the disconnect between
pay and performance is particularly stark.”

The study notes that over the five fiscal years through
2005, CEO Ivan Seidenberg received $75.1 million in
compensation, while total shareholder return was negative
26.8%. The Corporate Library accordingly gave Verizon’s
Board a “D” for overall effectiveness.

The Corporate Library’s analysis argues that
Verizon’s target bonus “is not even logical,”
and concludes that what the company calls Restricted
Stock Units (RSUs) and Performance Stock Units (PSUs)
are only weakly related to relative performance.

“Unfortunately, RSUs are no improvement on stock
options, as such awards are firstly not related to
performance in any way,” according to the study.
The PSUs – although nominally linked to a peer
group index – “again, is an example of
a LTIP paying out for below median performance.”

Last year The New York Times reported on the disparity
between pay and performance at Verizon (“Outside
Advice on Boss’s Pay May Not Be So Independent,
April 10, 2006). It noted that Verizon’s Compensation
Committee “consists entirely of chief executives
and former chief executives. Three of the four members
sit on other boards with Mr. Seidenberg.”

Moreover, the article revealed that the “outside
consultant” advising the Board on senior executive
compensation “has received more than half a
billion dollars in revenue from Verizon and its predecessor
companies since 1997.”

The Times also quotes an independent compensation
consultant concerning Seidenberg’s executive
pension accumulations. “They’ve [Verizon]
put in almost $6 million in four years . . . that
goes beyond holy cow,” he said. “I look
at this in the context of all the retrenchment Verizon
has made in retiree benefits and medical for the rank-and-file
guys.”

An advisory vote would, in our view, provide useful
feedback and encourage shareholders to scrutinize
the new, more extensive disclosures required by the
SEC.

Please vote FOR this proposal.

BOARD OF DIRECTORS’ POSITION
As noted in the proposal, the Securities and Exchange
Commission has recently adopted extensive new rules
providing for expanded disclosure of compensation
related information and additional transparency. In
formulating these sweeping new disclosure requirements,
the SEC did not include any requirement for an advisory
shareholder vote on the compensation of the named
executive officers. Establishing the compensation
of the named executive officers and designing executive
compensation incentive programs requires careful analysis
and judgment. The Board does not believe that an advisory
vote is a substitute for the informed judgment of
the independent Board members.

Moreover, the Board believes that shareholders already
have an effective way of directly communicating specific
concerns about the Company and related issues, including
compensation. Any shareholder can communicate directly
with the Board, any committee of the Board or any
individual Director on any issue of concern. Unlike
an advisory vote, direct communication with the Committee
or the Board allows shareholders to voice specific
observations or express particular concerns. The Board
believes that this direct communication process provides
better and more “useful feedback” to the
Committee than an advisory vote would provide. A simple
tally of affirmative and negative votes does not provide
any meaningful information on which to base compensation
policies and practices.

The Board believes that it is necessary to address
some of the statements in the proponent’s supporting
statement by informing shareholders of the following
facts:

Ivan Seidenberg was not paid nor did he receive
$75.1 million over the five fiscal years through 2005
as stated in the study quoted by the proponent. That
figure represented Mr. Seidenberg’s total compensation
opportunity over the five-year period.

In 2006 the Committee retained Pearl Meyer
and Partners to act as its independent compensation
consultant. Pearl Meyer does not perform any services
for the Company other than those provided to the Committee.

In 2006 the Committee eliminated and froze
all future accruals under any supplemental executive
retirement plan.

Since 2004, Ivan Seidenberg has worked for
Verizon without the protection of an employment agreement
and he will not be eligible for any severance benefits
upon his separation from service.

For the foregoing reasons, the Board recommends a
vote AGAINST this proposal.

* This is an interactive electronic version of Verizon’s 2006
Annual Report to Shareholders, and it is intended to be complete and
accurate. The contents of this version are qualified in their entirety
by reference to the printed version. A reproduction of the printed version
is available in PDF format on this website.